Corning Incorporated : 2026 Proxy Statement

About this update from Corning Incorporated

2026 Notice of Annual Meeting of Shareholders & Proxy Statement Our Values Corning's Values provide an unchanging moral and ethical compass that guides the actions of everyone in the company. Quality Integrity Performance Leadership Innovation Independence The Individual A Letter from Our Chairman and CEO Dear Fellow Shareholder, This year we mark Corning's 175 th birthday. Not only are we among the oldest companies currently listed on the S&P 500, but we just closed out 2025 with all-time record core sales and core EPS and have an incredibly exciting growth outlook. The basis of our success begins with Springboard. Two years ago, we outlined our plan to capture strong sales growth, as our innovative products and deep customer relationships positioned us to capitalize on important secular trends. Since we had the capacity in place to support the growth, we also expected deliver a significantly enhanced return profile, with profits growing faster than sales. We set a core operating margin target of 20% by the end of 2026 to track our progress and said we also expected significant improvements in core EPS, core ROIC, and adjusted free cash flow. Two years into the plan, Springboard has been a tremendous success. Overall, we have fundamentally transformed the company's financial profile. We believe we now have a highly profitable launch point for future growth, and we enter 2026 on an exciting journey to extend our success in the coming years. What an exciting way to mark Corning's 175 th anniversary, a feat so few companies ever attain. Going forward, we plan to maintain our long-term approach to value creation. Through an unwavering commitment to life-changing innovation, we provide durable, profitable growth and long-term value for our shareholders by inventing category-defining products, developing scalable manufacturing platforms, and building strong, trust-based relationships with our people and communities and our customers who are leaders in their industries. And all of our actions are grounded in a distinct set of Values, which guide everything we do. I thank you, our shareholders, for being on this journey with us. We work hard every day to earn your trust and reward your confidence in us. I hope you are as excited as I am about Corning's next 175 years of life-changing innovation. We look forward to sharing more details at our Annual Meeting. Sincerely, Wendell P. Weeks Chairman of the Board, Chief Executive Officer and President Wendell P. Weeks Chairman of the Board, Chief Executive Officer and President This is a company that is built to last…a company that continually produces innovations that enhance people's lives and transform industries… a company that rewards its shareholders with stability, a reliable dividend, and the opportunity for growth from successful new products. But most importantly, this is a company that always lives its values and makes a real difference in the world. - Wendell P. Weeks, Chairman, Chief Executive Officer and President Notice of 2026 Annual Meeting of Shareholders Thursday, April 30, 2026 12 noon Eastern Time To be held virtually at: virtualshareholdermeeting.com/GLW2026 ITEMS OF BUSINESS Election of 10 directors to our Board of Directors for the coming year; Advisory approval of our executive compensation (Say on Pay); Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; Shareholder proposal, if properly presented; and How to Attend Our Annual Meeting: Our 2026 Annual Meeting will be held in a virtual-only format. You will not be able to attend the Annual Meeting physically. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 2, 2026. The live audio webcast of the meeting will begin promptly at 12 noon Eastern Time. Online access to the meeting will open 30 minutes prior to its start. We encourage you to access the meeting in advance of the designated start time. To attend and vote your shares during the Annual Meeting, you will need to log in to virtualshareholdermeeting. com/GLW2026 using, (i) for record holders, the control number found on your proxy card or the notice you previously received, or (ii) for holders who own shares in street name through brokers, the control number issued to you by your brokerage firm. You may vote during the Annual Meeting by following the instructions available on the website during the meeting. If you do not have a control number, you may log in as a guest, although you will not be able to vote during the meeting. We urge you to vote and submit your proxy in advance of the meeting using one of the methods described in the proxy materials whether or not you plan to attend the Annual Meeting. You may vote your shares in advance at ProxyVote.com. Any other business or action that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. WHO CAN VOTE You may vote at our 2026 Annual Meeting if you were a shareholder of record at the close of business on March 2, 2026. Your vote is important to us. Please exercise your right to vote. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on April 30, 2026: our proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2025 and other materials are available on our website at corning.com/2026-proxy. Sincerely, Melissa J. Gambol Vice President and Corporate Secretary March 20, 2026 VOTE RIGHT AWAY CORNING 2026 PROXY STATEMENT Your vote is very important. Please promptly submit your proxy or voting instructions by Internet, telephone or mail to ensure the presence of a quorum. You may also vote during our Annual Meeting (subject to the circumstances described in the box at left). If you are a shareholder of record, you may vote during the meeting using the control number on the proxy card or the notice previously provided to you. If your shares are held in the name of a broker, nominee or other intermediary, such party can provide the control number to you. Shareholders without a control number may still attend the meeting as guests. By telephone By mail By Internet Dial toll-free 24/7 1-800-690-6903 Cast your ballot, sign the proxy card and send by mail Visit 24/7 ProxyVote.com 3 Table of Contents Proxy Statement Summary 6 Executive Compensation 53 Proposal 1: Election of Directors for a Term of One Year 19 Compensation Discussion & Analysis 54 Skills, Competencies, and Characteristics Currently 20 CD&A Table of Contents 54 Represented on the Board Executive Summary 55 Board Skills and Composition Matrix 22 2025 Performance Overview 61 Corning's Director Nominees 23 2025 Executive Compensation Program Details for NEOs 65 Board Leadership Structure 33 Compensation Peer Group 73 Board Committees 35 Compensation Program - Other Governance Matters 75 Audit 36 Compensation and Talent Management 76 Compensation and Talent Management 36 Committee Report Executive 36 2025 Compensation Tables 77 Finance 36 2025 Summary Compensation Table 77 Information Technology 37 2025 Grants of Plan-Based Awards 80 Nominating and Corporate Governance 37 Outstanding Equity Awards at 2025 Fiscal 83 Corporate Governance and the Board of Directors 19 Proposal 2: Approve, on an Advisory Basis, Our 53 Executive Compensation (Say on Pay Proposal) Board Composition and Refreshment 37 Director Independence 40 Policy on Transactions with Related Persons 41 Year-End Options Exercised and Shares Vested in 2025 84 Retirement Plans 84 CORNING 2026 PROXY STATEMENT Our Board's Role and Responsibilities 42 Other Information 91 Compensation Risk Analysis 47 Pay Ratio Disclosure 91 Board and Shareholder Meeting Attendance 47 Pay Versus Performance Table and Disclosures 92 Ethics and Conduct 47 Pay Versus Performance Relationship 94 Lobbying and Political Contributions Policy 48 Audit Committee Matters 95 Communications with Directors 48 Proposal 3: Ratification of Appointment of 95 Corporate Governance Materials Available on 48 Independent Registered Public Accounting Firm Corning's Website Director Compensation 49 Fees Paid to Independent Registered Public Accounting Firm 96 Directors' Charitable Giving Programs 51 Policy Regarding Audit Committee Pre-Approval 96 Compensation and Talent Management Committee Interlocks and Insider Participation 41 Non-qualified Deferred Compensation 86 Arrangements with Named Executive Officers 87 Stock Ownership Guidelines 51 Delinquent Section 16(a) Reports 51 Beneficial Ownership Table 52 of Audit and Permitted Non-Audit Services of Independent Registered Public Accounting Firm Report of the Audit Committee 97 4 Shareholder Proposal 99 Additional Information 107 Proposal 4: Request to Adopt an Independent-Chair Policy 99 Forward-Looking Statements and 108 Frequently Asked Questions About the Meeting and Voting 101 Materiality Disclaimer Appendix A 110 Code of Ethics 106 Incorporation by Reference 107 Corning Incorporated and Subsidiary Companies Reconciliation of Non-GAAP Measures; Certain Definitions 110 5 CORNING 2026 PROXY STATEMENT Proxy Statement Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information that you should consider, and you should read the entire proxy statement carefully before voting. As used in this proxy statement, "Corning," the "Company," "us" and "we" may refer to Corning Incorporated itself, one or more of its subsidiaries, or Corning Incorporated and its consolidated subsidiaries. CORNING 2026 PROXY STATEMENT Proposals That Require Your Vote Proposal Board Vote Recommendation More Information 1 Election of 10 directors For Each Nominee page 19 2 Advisory approval of our executive compensation (Say on Pay) For page 53 3 Ratification of appointment of independent registered public accounting firm For page 95 4 Shareholder Proposal Against page 99 Annual Meeting of Shareholders Date and Time: April 30, 2026, 12 noon Eastern Time To be held virtually at: virtualshareholdermeeting.com/GLW2026 Record Date: March 2, 2026 Admission: See the instructions contained in "Frequently Asked Questions about the Meeting and Voting" on page 101. On March 20, 2026, we posted this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 on our website at corning.com/2026-proxy and began mailing them to shareholders who requested paper copies. 6 Who We Are Corning is one of the world's leading innovators in materials science, with a 175-year track record of life-changing inventions. Corning applies its unparalleled expertise in glass science, ceramic science, and optical physics, along with its deep manufacturing and engineering capabilities to develop category-defining products that transform industries and enhance people's lives. Corning succeeds through sustained investment in research, development and engineering, a unique combination of material and process innovation, and deep, trust-based relationships with customers who are global leaders in their industries. Corning's capabilities are versatile and synergistic, which allows the Company to evolve to meet changing market needs, while also helping its customers capture new opportunities in dynamic industries. Today, Corning's markets include optical communications, display, mobile consumer electronics, automotive, life sciences, semiconductors and solar. Our industry-leading products include optical fiber, cable and connectivity solutions for advanced communications networks, such as fiber to the home and data centers, enabling artificial intelligence (AI) and connections around the world; precision glass for advanced displays; damage-resistant cover materials for mobile devices; clean-air technologies and technical glass for cars and trucks; and trusted products to accelerate drug discovery and delivery. At Corning, we are the best in the world at what we do -and we continue to enhance our knowledge and hone our skills so that we are always creating a better version of ourselves. - Wendell P. Weeks, Chairman, Chief Executive Officer and President What We Do* Optical Communications - 38% Manufactures carrier network and enterprise network components for the telecommunications industry; the carrier network group consists primarily of products and solutions for optical-based communications infrastructure for services such as video, data and voice communications; the enterprise network group consists primarily of optical-based communication networks, including hyperscale data centers, sold to businesses, governments and individuals for their own use. Display -23% Manufactures high quality glass substrates for flat panel displays, including liquid crystal displays and organic light-emitting diodes that are used primarily in televisions, notebook computers, desktop monitors, tablets and handheld devices. Hemlock and Emerging Growth Businesses - 9% All other businesses that do not meet the quantitative threshold for separate reporting are grouped as "Hemlock and Emerging Growth Businesses." Net sales for this group are mainly attributable to Hemlock Semiconductor Group (HSG), an operating segment that produces high-purity polysilicon products for the solar power and electronics industries. This group also includes our pharmaceutical technologies business, our businesses that transform polysilicon into solar wafers and solar modules, and the emerging innovations group, as well as other businesses and certain corporate investments. Life Sciences - 6% Develops, manufactures, and supplies laboratory products, including labware, equipment, media, serum and reagents, enabling workflow solutions for drug discovery and bioproduction. Automotive - 11% Manufactures ceramic substrates and filter products for emissions control systems in mobile applications; as well as technical glass and optic products and solutions for the interior and exterior of vehicles. Specialty Materials - 13% CORNING 2026 PROXY STATEMENT Manufactures products that provide material formulations for glass, glass ceramics and crystals, as well as precision metrology instruments and software to meet demand for unique customer needs across a wide variety of commercial and industrial markets, including materials optimized for mobile consumer electronics, semiconductor equipment optics and consumables, aerospace and defense optics, radiation shielding products, sunglasses and telecommunications components. *Reflecting approximate percentage share of 2025 core net sales. Hemlock and Emerging Growth Businesses is not a reportable segment, but rather reflects all other businesses that do not meet the quantitative threshold for separate reporting. 7 Our 2025 Results 2025 GAAP Results $15,629 million Net Sales $1.83 (diluted Earnings Per Share) 2025 Core Results* $16,408 million Core Net Sales $2.52 (diluted Earnings Per Share) 2025 Cash Flow Results $2,695 million Cash Flows from Operating Activities $1,717 million Adjusted Free Cash Flow* *Refer to Appendix A for more information. CORE PERFORMANCE MEASURES In managing the Company and assessing our financial performance, we adjust certain measures included in our consolidated financial statements to exclude specific items to arrive at measures that are not calculated in accordance with accounting principles generally accepted in the United States of America ("GAAP") and exclude specific items that are non-recurring, related to foreign exchange volatility, or unrelated to continuing operations. These measures are our core performance measures. Our management uses core performance measures, along with GAAP financial measures, to make financial and operational decisions. These measures also form the basis of our compensation program metrics. Management believes that our core performance measures are indicative of our core operating performance and provide investors with greater visibility into how management evaluates our results and trends, and makes business decisions. Items that are excluded from certain core performance measure calculations include: the impact of translating foreign-denominated debt, the impact of translated earnings contracts, acquisition-related costs, certain discrete tax items and other tax-related adjustments, restructuring, impairment and other charges and credits, certain litigation, regulatory and other legal matters, pension mark-to-market adjustments and other items which do not reflect ongoing operating results of the Company. In addition, because a significant portion of our revenues and expenses are denominated in currencies other than the U.S. dollar, management believes it is important to understand the impact on sales and net income of translating these currencies into CORNING 2026 PROXY STATEMENT U.S. dollars. Therefore, Corning utilizes constant-currency reporting for our Optical Communications, Display, Specialty Materials, Automotive and Life Sciences segments to exclude the impact from the Japanese yen, South Korean won, Chinese yuan, New Taiwan dollar, Mexican peso and euro, as applicable to the segment. We believe that the use of constant-currency reporting allows management to understand our results without the volatility of currency fluctuations, analyze underlying trends in the businesses and establish operational goals and forecasts. More information on these items can be found in Appendix A. These non-GAAP measures are not an alternative to, or a replacement for, financial results determined in accordance with GAAP. Please see Appendix A to this proxy statement for a reconciliation of the non-GAAP measures we use in this proxy statement to the most directly comparable GAAP financial measures. 8 2025 Performance Highlights: Springboard Delivers Enhanced Financial Profile and Continued Momentum In 2025, Corning delivered another excellent year, building on the early success of our Springboard plan and fundamentally transforming the financial profile of the Company. Our results reflect strong execution against our Springboard objectives-driving higher sales, expanding profitability, and significantly increasing returns and free cash flow. Full-Year 2025: Achieving Milestones while Delivering Exceptional Results For the full year 2025: We delivered double-digit core sales growth and delivered on our high-confidence Springboard sales plan a full year early. Core EPS grew twice as fast as sales, with full-year core EPS at $2.52. Adjusted free cash flow grew three times as fast as sales, reaching $1.72 billion for the full year, nearly doubling since the launch of Springboard. We expanded core operating margin by 180 basis points year over year. Additionally, in the fourth quarter of 2025, we delivered core operating margin of 20.2%, achieving our Springboard core operating margin target of 20% a full year early. Taken as a whole, 2025 demonstrated the strong incrementals of our Springboard plan, with a greater than 20% core operating margin, core ROIC in the low teens, and stronger cash generation. Overall, the first two years of Springboard have been a tremendous success-establishing a highly profitable launch point for future growth. With an upgraded high-confidence Springboard growth plan and long-term, de-risked contracts with major customers, Corning is well positioned to continue this momentum into 2026 and beyond, generating strong profit and cash flow as demand for our products and capabilities continues to grow. During 2025, We Bolstered Key Partnerships while Expanding Our Capacity and Capability We announced long-term agreements with key customers, including a multiyear, up to $6-billion-dollar agreement with Meta to accelerate the buildout of the most advanced data centers in the U.S. to support Meta's apps, technologies, and AI ambitions using our newest innovations in optical fiber, cable, and connectivity solutions. We continue to pursue similarly structured long-term agreements with other key customers in order to allow Corning to provide secure U.S. origin production of our most advanced Gen AI, high density innovations, while appropriately sharing the cost and risk of such expansions with customers. We announced a major expansion of our long-standing partnership with Apple, whereby Apple made a new $2.5 billion commitment to produce all of the cover glass for iPhone and Apple Watch in Corning's Harrodsburg, Kentucky, manufacturing facility. This means that 100 percent of the cover glass on iPhone and Apple Watch units sold worldwide will be made in the U.S. for the first time. We believe this creates a larger, longer term opportunity for Corning in mobile consumer electronics. CORNING 2026 PROXY STATEMENT We built the largest solar ingot and wafer facility in the United States , co-located with our polysilicon facility in Hemlock, Michigan. This investment represents a step forward in one of our newest businesses where we are applying deep materials science expertise to bring a "More Corning" content approach in Solar. We announced that the upcoming Samsung Galaxy S25 Edge will feature Corning® Gorilla® Glass Ceramic 2 , a new glass ceramic offering that delivers advanced protection in a new, remarkably thin device form factor. 9 Sharing our Success with Our Stakeholders During 2025, we continued to return capital to our shareholders. We have consistently paid a quarterly dividend to our holders of record, which we held steady in 2025 at $1.12, representing a 27.3% increase since 2020. Additionally, we have coupled our regular dividends with opportunistic share repurchases. In 2025 alone we returned more than $1.1 billion to our shareholders through dividends and repurchases. Our Total Shareholder Return (TSR) consists of stock price appreciation and reinvestment of common dividends. Our 1-, 3-, and 5-year TSR performance of approximately 88%, 198%, and 179%, respectively, has significantly outperformed each of the S&P 500, S&P 500 Equal Weight Index (S&P EW), and our Compensation Peer Group over each such period as presented below. TSR PERFORMANCE As of December 31, 2025 198% 250.00% 179% 200.00% 150.00% 88% 86% 70% 96% 65% 82% 100.00% 18% 11% 22% 43% 50.00% 0.00% CORNING 2026 PROXY STATEMENT Source: FactSet 1-Year 3-Year 5-Year Corning S&P 500 S&P 500 EW Compensation Peer Group 10 2025 Executive Compensation Program Highlights Our Board maintains a "pay for performance" philosophy that forms the foundation for all Compensation and Talent Management Committee decisions regarding executive compensation. This philosophy further aligns the interests of our executives with those of our shareholders. We achieve this through a balanced mix of base salary and annual and long-term incentives, with a substantial portion of compensation tied directly to the Company's financial, operational, and strategic results. Our programs promote sustained leadership accountability through robust governance, strong share ownership requirements, and risk-mitigation practices, ensuring we attract, motivate, and retain top talent while upholding transparency and responsible business conduct. Our Board of Directors recommends that shareholders vote in favor of the resolution approving our executive compensation as found on page 53. 2025 Compensation Components In 2025 approximately 91% of our CEO's target total compensation and 87% of the other Named Executive Officers' (NEOs) target total compensation (in both cases excluding employee benefits and perquisites) was variable and dependent on Corning's financial performance or stock price. CEO ALL OTHER NEOs RSUs 23% Base Salary 9% Target Bonus 15% Total Incentive Compensation 91 % PSUs 34% CPUs 19% RSUs 21% Base Salary 13% Total Incentive Compensation 87 % Target Bonus 16% PSUs 32% CPUs 18% Performance Based Compensation Performance Based Compensation 68 % 66 % CORNING 2026 PROXY STATEMENT RSUs - Restricted Stock Units PSUs - Performance Stock Units CPUs - Cash Performance Units 11 2025 Pay Program Components Pay Component Form and Payout Method Purpose Award Value Base Salary Cash - fixed Attract and retain talent Provide financial certainty Value of role to the Company Value of role in competitive marketplace Skills and performance Internal equity Short-Term Incentives (STI) Cash - variable Paid to all employees to drive focus on delivering annual local plant and business unit scorecard objectives Generally targeted at 5% of base salary with payouts based on annual corporate and local unit performance GoalSharing Plan Performance Incentive Plan (PIP) Cash - variable Provide additional incentive to executives to deliver specific annual corporate and business financial plans Annual target awards are set individually based on the competitive marketplace and scope of responsibility 2025 PIP payouts for NEOs are based on corporate and division financial performance Long-Term Incentives (LTI) Cash Performance Units (CPUs) Performance Stock Units (PSUs) Restricted Stock Units (RSUs) 70% is performance • Focus executives on long-term based (consisting of results 25% CPUs and 45% • Align the long-term interests of PSUs) while 30% is executives and shareholders in time-based RSUs • Ensure equity ownership for executive team Reward achievement of long-term objectives over the three-year measurement period Target awards are based on competitive marketplace, level of executive, impact and potential Actual units earned relative to target are based on corporate performance against pre-set goals Value of PSUs and RSUs is tied directly to the price of our common stock Retain talent All Other: Ongoing or Support the health, safety and Competitive marketplace Benefits Event-Driven security of our executives, and their ability to plan for retirement Level of executive Corning Values Perquisites Enhance executive productivity Severance Protection Retain talent Our Metrics and Why We Use Them Core Earnings per Share (Core EPS) Core EPS is our key measure of profitability .* Core Net Sales Growing core net sales - both organically through innovation and through acquisitions - remains critical to our short - and long -term success. Adjusted Free Cash Flow Strong cash generation enables us to invest in future growth, sustain leadership in our markets, and remain financially strong during periods of uncertainty . It also requires us to carefully manage our capital investments. Return on Invested Capital (ROIC)** CORNING 2026 PROXY STATEMENT We focus on ROIC because it reflects our ability to generate returns from the capital we have deployed in our operations . The Cash Performance Units (CPUs) payout and Performance Stock Units (PSUs) earned are increased or decreased up to 10% based on Corning's ROIC improvement over the three-year performance period. * Corning budgets for share repurchases when establishing annual financial performance targets. ** ROIC as used here and elsewhere in our compensation discussion refers to ROIC for compensation purposes, which is a different metric from core ROIC. Please see the bottom of page 69 and Appendix A for more information. Core net sales is a primary indicator of Corning's short- and long-term success. Evaluating performance against a predetermined net sales metric provides insight into how well the Company has retained sales and met sales growth targets, accounting for both organic growth efforts and the impact of acquisitions. We use core net sales as a performance measure in our annual bonus plans (GoalSharing and PIP) because GoalSharing impacts every employee and PIP impacts over 8,000 employees. In this way, every employee has alignment with Corning's sales growth goals. The LTI plan, which impacts approximately 320 executives who are key to driving the short- and long-term financial growth of the Company, also includes a core net sales performance measure. Incorporating net sales into both the STI and LTI plans allows for a comprehensive evaluation of Corning's ability to establish sustainable sales growth. It is a "duplicate goal" for only a small fraction, about 0.5%, of our approximately 67,200 employees, and the Compensation and Talent Management Committee believes the increased focus on core net sales growth is appropriate for that smaller group of executives given the importance of sales growth for Corning over time and the essential role of these key executives in facilitating and driving this sales growth. 12 2025 Compensation Plan Payout Percentages SHORT TERM INCENTIVE PLAN ANNUAL CASH BONUS - GOALSHARING Components Corporate financial performance Average of all unit plans (>100 units) 2025 payout (% of target) % of target Weighting earned 25% 150% 75% 143% 145% 1 1 Equal to 7.25% of base salary (based on a 5% target) for each NEO, except for Mr. Nelson and Mr. Zhang whose payouts are 6.72% and 7.23% respectively, based upon their respective responsibilities in 2025 as further discussed in the Compensation Discussion and Analysis section below. ANNUAL CASH BONUS - PIP % of target 2 Mr. Nelson and Mr. Zhang received business financial performance scores of 116% and 137%, respectively, resulting in a total payout of 133% of target and 144% of target for Mr. Nelson and Mr. Zhang. These targets are based upon the respective responsibilities of Mr. Nelson and Mr. Zhang in 2025 as further discussed in the Compensation Discussion and Analysis section below. LONG TERM INCENTIVE PLAN CASH PERFORMANCE UNITS AND PERFORMANCE STOCK UNITS (70% OF LTI TARGET - 2025 PERFORMANCE RESULTS) Components Adjusted Free Cash Flow Core Net Sales 2025 blended performance result % of target Weighting earned 70% 141% 30% 184% 154% LTI PLAN PAYOUT FOR 3-YEAR PERIOD ENDING DECEMBER 31, 2025 % of target 2023-2025 average performance 137% ROIC MODIFIER +10% 2023-2025 average performance Modifier target CPUs and PSUs 137% × 1.10 = 150.7% Final Payout (% of target) × ROIC = Final % payout of 2023 The following table reflects our 2025 compensation plans' payout percentages based on our 2025 financial performance: Components Weighting earned Components earned Corporate financial performance 50% 150% 2023 performance result 56% Business financial performance 2 50% 129% 2024 performance result 200% 2025 payout (% of target) 2 140% 2025 performance result 154% Restricted Stock Units CORNING 2026 PROXY STATEMENT In addition to the performance metric-driven compensation described above, 30% of each executive's target Long-Term Incentive award is delivered in the form of time-based Restricted Stock Units (RSUs) that will vest after three years. These RSUs are not tied to specific performance measures; however their value is directly impacted by changes in the Company's stock price. The impact of our stock price, along with the three-year vesting period, help to further align the compensation of our executives with the performance outcomes of our shareholders and also provide an ongoing retention benefit for executives, in particular with respect to those executives who are not yet retirement-eligible. 13 Our Director Nominees All director nominees are independent except Mr. Weeks. Name and Primary Occupation Director Age Since Other Public Committee Memberships* Company Boards Ami Badani Chief Marketing Officer, Arm Holdings plc Leslie A. Brun Chairman and Chief Executive Officer, Sarr Group, LLC Stephanie A. Burns Lead Independent Director Retired Chairman and Chief Executive Officer, Dow Corning Corporation Pamela J. Craig Retired Chief Financial Officer, Accenture plc. Robert F. Cummings, Jr. Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co. Roger W. Ferguson, Jr. 47 2025 73 2018 71 2012 69 2021 76 2006 Information Technology 0 Finance Audit Executive 0 Finance Compensation Executive 1 Governance (Chair) Audit (Chair) Information Technology 2 Executive Finance (Chair) 0 Governance Steven A. Tananbaum Distinguished Fellow for International Economics, Council on Foreign Relations 74 2021 • Compensation (Chair) 2 Governance Thomas D. French Senior Partner Emeritus, McKinsey & Company, Inc. Daniel P. Huttenlocher 66 2023 Audit Finance Finance 0 Dean, MIT Stephen A. Schwarzman College of Computing 67 2015 Information Technology (Chair) 1 Kevin J. Martin Compensation Vice President, Public Policy, Meta Platforms, Inc. 59 2013 Governance 0 Wendell P. Weeks Chairman, Chief Executive Officer and President, 66 2000 Executive (Chair) 1 Corning Incorporated CORNING 2026 PROXY STATEMENT *Audit = Audit Committee; Compensation = Compensation and Talent Management Committee; Executive = Executive Committee; Finance = Finance Committee; Governance = Nominating and Corporate Governance Committee; Information Technology = Information Technology Committee 14 Board of Directors Snapshot Our directors' experience, competencies and skills are key to our success. Please see the Director Nominees section starting on page 23 for additional information on the director nominees. BOARD INDEPENDENCE BOARD REFRESHMENT 90% Independent 10 years Average Tenure 67 Average Age Independent Not Independent 0-5 years 6-10 years 11-15 years 16-20 years 20+ years 45-50 55-60 65-70 71+ Only our Chairman is Not Independent CORE COMPETENCIES 4 New Independent Directors in the Past 5 Years Public Company Governance Experience 8 Directors Finance and Accounting 7 Directors Enterprise and Emerging Risk Oversight 10 Directors STRATEGIC SKILLS Government and Regulatory 5 Directors Management of a Complex Organization 4 Directors Expertise in Our Industries and End Markets 7 Directors Technology, R&D, and Innovation 5 Directors Operations 3 Directors Commercial Strategy 5 Directors Enterprise and Digital Transformation 4 Directors Corporate Development 7 Directors Global Perspective CORNING 2026 PROXY STATEMENT 8 Directors See the section entitled Skills, Competencies, and Characteristics Currently Represented on the Board beginning on page 20 for a description of each skill and competency and matrix of the nominees' individual strategic skills, core competencies and attributes. 15 Governance Highlights BOARD STRUCTURE, INDEPENDENCE AND EFFECTIVENESS Engaged Lead Independent Director with clear and comprehensive duties and responsibilities (See page 34) Annual review of optimal Board leadership structure (See page 33) Corporate Governance Guidelines require majority Board independence; currently all current directors independent except our Chairman (90%) All committees except the Executive Committee consisting entirely of independent directors Board members with deep experience, skills, and competencies relevant to our business and aligned with our strategic priorities along with multidimensional perspectives from varied backgrounds, skills and experiences Executive sessions of the independent directors led by the Lead Independent Director at each regular in-person Board meeting without management present Strong meeting attendance with six Board meetings in 2025 and directors attending 97% of combined Board and applicable committee meetings Executive sessions at committee meetings led by independent directors without management present Annual written Board and committee performance evaluations, including annual interviews with the Chair of the Nominating and Corporate Governance Committee regarding Board composition, performance, effectiveness and areas of focus Annual review of committee charters, Corporate Governance Principles and related policies SHAREHOLDER RIGHTS AND ACCOUNTABILITY Annual election of all directors Proxy access rights whereby eligible shareholders may include director nominees in our proxy statement Annual advisory vote on executive compensation No poison pill Majority voting standard for directors (in uncontested elections) One class of voting stock with each share entitled to one vote Regular management and director engagement with shareholders on key topics (holders of approximately 56% of shares outstanding contacted during the 2025-2026 proxy season and engagement with holders of approximately 33% of shares outstanding) (See page 64) BOARD OVERSIGHT Oversight of the Company's annual capital plan, corporate strategy, succession planning and risk management Comprehensive and strategic CEO and senior management succession planning Robust and active Board refreshment process Key management and rising talent reviewed at an annual talent review Director access to experts and advisors, both internal and external as well as senior management Focus on dynamic strategic oversight of issues impacting our business, including cybersecurity, AI, political activity, and sustainability Enterprise Risk Management team, including the Company's Risk Council, internal audit department, and Compliance Council, that regularly reports to the Board Comprehensive and dynamic full Board risk oversight, with specific areas of focus overseen by our five independently chaired standing committees: Audit Compensation and Talent Management Finance Information Technology Nominating and Corporate Governance CORNING 2026 PROXY STATEMENT STRONG CORPORATE GOVERNANCE PRACTICES Prohibition of hedging, pledging, or trading in derivatives of the Company's stock by directors and all employees Comprehensive clawback policy in accordance with NYSE Listing Standards for executive incentive compensation Robust annual risk assessment of executive compensation programs, policies and practices Market-competitive director compensation program designed to support and reinforce governance principles Robust Code of Conduct for Directors and Executive Officers, Code of Ethics for Chief Executive Officer and Financial Executives, and Code of Conduct for all employees Overboarding policy whereby a non-employee director may serve on no more than three other public company boards and an employee director may serve on no more than two other public company boards (absent review and approval by the Nominating and Corporate Governance Committee) Well-designed executive compensation program aligned with strategic priorities and reviewed and approved by the Compensation and Talent Management Committee Robust stock ownership requirements for directors and key executive officers. Policy of director retirement at the annual meeting of shareholders following the director's 78th birthday Current average tenure our Board members is 10 years (See pg. 15) 16 Impact of our Values in Action Corning is guided by its core Values, which define our relationship with our stakeholders. These Values - Quality, Integrity, Performance, Leadership, Innovation, Independence and The Individual - are the foundation of who we are. Our Values guide our actions and decisions, as they have for much of our 175-year history. We are always working to leave the world better than we found it. That's why we lead with our Values, whether in the products we make, the way we make them, or how we treat people and our communities. We believe that our innovations have transformed industries, enhanced people's lives and addressed some of society's biggest challenges. In accordance with our Values, we also believe improved, sustainable business practices increase shareholder value, drive performance, strengthen our Company, increase our connection with our shareholders, and help us better serve our customers and the communities in which our employees live and we operate. We embrace these opportunities to deliver value to our shareholders, our employees, our customers, and the wider world. At Corning, we think about our sustainability contributions in two categories: Our handprint - what we enable others to do through our products and services, and our footprint - how our actions directly affect others. Our people and products make a positive difference in the world, and continuous innovation, done our way, is made sustainable through a deeply engrained moral compass and the trust of our stakeholders. HANDPRINT • Harnessing solar power with a resilient U.S. supply chain. Coming online in 2025, Corning now operates the largest ingot and wafer facility in the United States, delivering secure and transparent solutions that meet rising global energy demand. With a co-located polysilicon source on our Michigan campus, our logistics are measured in minutes, not months, making us resilient to trade disruptions and reducing transportation-related emissions. Making AI more sustainable. With the rise of AI comes an unprecedented demand for energy from data centers and hyperscaler facilities. Corning® GlassWorks AI™ Solutions, offer a portfolio of products and services to help operators build the dense fiber infrastructure required for data center connectivity. Greater density means more fiber in the same footprint, resulting in a more efficient use of materials. A central product in the portfolio, Contour™ Flow cable, fits double the optical fiber into the same space, allowing operators of intercity networks to reuse existing infrastructure. Using co-packaged optics to promote data center efficiency. The rise of AI has pushed copper connections in data centers to their limit - creating computational bottlenecks and generating extra heat. Corning's co-packaged optics technology increases optical fiber's reach into the server, keeping the data in its optical form until it gets much closer to the GPU or switch. This helps to unlock faster, cheaper, and more energy-efficient data processing. Helping to make windows less wasteful. Corning is vital in the push for building energy efficiency with our solution for triple- and quadruple-paned windows. Corning® Enlighten™ Glass is an enabling technology for high-performance windows and doors that can significantly enhance the thermal performance, comfort, durability, and aesthetics of built environments. FOOTPRINT CO. Reworking our packaging to reduce waste. Our Optical Communications business eliminated the use of LDPE polybags to hold coiled cable trunks in boxes by 50% for EMEA data center customers, and eliminated the use of foam inserts for Edge XD, resulting in a reduction of 1 ton of CO 2 in EMEA. Additionally, the business achieved a 52% reduction in plastic corrugate reels packaging in NAFTA and EMEA. CORNING 2026 PROXY STATEMENT Encouraging self-ownership of sustainable process improvements. Competing teams from the Corning Sustainability Network pitched ideas for sustainability projects to raise awareness of innovative process improvements and receive funding for implementation. Researchers from Corning Research Center China in Shanghai won $20,000 to use scrap materials as an energy storage solution, while a team from Corning European Technology Center in France won $5,000 to greatly improve the energy efficiency of their furnaces with new technology. Broadening our sources of power. In 2025, we expanded the scope of our solar energy supply, including beginning to receive energy from ib vogt's solar farm in Segovia, Spain, through renewable energy credits and installing solar power panels to supply power for nonprocess equipment at our optical fiber plan in Haikou, China, generating an estimated annual energy savings of 788,000 kWh/year. We also maintain a dedicated website and disclosure hub, that serves as an online repository for our sustainability-related disclosures, guidelines, policies and webpage links. More detail regarding Corning's approach to environmental, social, governance and human capital matters, and its Values, including our Global Impact Report, can be explored at our Sustainability website, which can be found at https://www.corning.com/worldwide/en/sustainability.html . Our sustainability reporting, website, or other materials accessible thereby are not incorporated by reference into this proxy statement. 17 Connections in Our Communities Throughout its history, Corning has routinely made contributions to civic, educational, charitable, cultural and other institutions that improve the quality of life and increase the resources of the communities in which we operate, making Corning more attractive to employees. In 2023, we combined our various philanthropic entities into a new consolidated function and center of excellence called Community Impact & Investment. This centralizes our U.S. philanthropic contributions under a single organization, allowing us to maximize our impact in the areas that align most closely with our values and the needs of the communities where we operate. For more information about Corning's Community Impact & Investment outreach, please see corning.com/worldwide/en/ community-impact-and-investment. Corning's giving also includes annual contributions to both local and international cultural and educational institutions. Among them, we are proud to support The Corning Museum of Glass (CMOG) - the world's leading glass museum. Beyond just a key cultural and community hub, CMOG also provides Corning with a unique innovation crucible where our glass scientists and experts collaborate with glass artists and designers to creatively explore the novel properties of glass and innovate new uses in an environment uninhibited by traditional commercial boundaries. Wendell P. Weeks (Chairman, CEO and President) and Edward A. Schlesinger (Executive Vice President and CFO) serve on the CMOG board of trustees. In 2025, Corning provided cash and non-cash contributions of services to CMOG of approximately $35.4 million. CORNING 2026 PROXY STATEMENT Corning provides financial support to the Alternative School for Math and Science (ASMS), a private middle school located in Corning, New York, with an advanced curriculum focused on science and math. Currently, children of Corning employees represent approximately 50% of its enrollment. In 2025, Corning's non-cash contributions totaled approximately $1.9 million and cash contributions totaled $346,000. Kim Frock Weeks (spouse of Wendell P. Weeks, our Chairman, CEO and President) serves on the ASMS board of trustees and as the executive head of school but receives no salary or benefits in this role. 18 Corporate Governance and the Board of Directors Proposal 1: Election of Directors for a Term of One Year Corning's directors are elected annually at each Annual Meeting to hold office for one-year terms until the next Annual Meeting. If elected, each director will serve until their successor has been duly elected and qualified or until the director's earlier resignation or removal. Corning's by-laws provide that in any uncontested election of directors, any nominee who receives a greater number of votes cast "FOR" his or her election than votes cast "AGAINST" his or her election will be elected to the Board of Directors. After considering the recommendations of the Nominating and Corporate Governance Committee, the Board has nominated the persons described below to stand for election. All nominees, except for Ms. Badani, whose effective date of Board membership was October 7, 2025, were elected by Corning's shareholders at the 2025 Annual Meeting. All nominees consented to being named in this proxy statement and to serve as director if elected or reelected. The Board believes that each of the director candidates nominated below has key skills, competencies, and experiences integral to an effective Board, including leadership, character, candor, judgment, analytical skills, ethics and reputation, willingness to engage management and other board members in a constructive and collaborative fashion, capacity to act on behalf of shareholders, and ability and commitment to devote significant time and energy to service on the Board and its committees. Further, the Board believes the combination of backgrounds, skills and experiences reflected in our slate of director nominees creates a Board that is well-equipped to exercise oversight responsibilities for Corning's shareholders and other stakeholders. CORNING 2026 PROXY STATEMENT Except for Mr. Weeks, our Board is comprised entirely of independent directors. Dr. Burns is our Lead Independent Director. FOR Our Board unanimously recommends that shareholders vote FOR all of our director nominees. 19 Skills, Competencies, and Characteristics Currently Represented on the Board The Nominating and Corporate Governance Committee determined that the core competencies and strategic skills listed below are inextricably linked to proper Board oversight of the Company. The Board Skills and Composition Matrix , which follows the chart below, sets forth which directors have considerable experience in each of these core competencies and strategic skills. Core Competency Description of the Competency and Explanation of Its Importance to Our Board PUBLIC COMPANY GOVERNANCE EXPERIENCE The Board is responsible for shaping the Company's corporate governance priorities and structure, which must foster accountability and be transparent and responsive to our shareholders. Directors who have served on other public company boards can offer perspectives on board dynamics and operations, relations between the board and management, and oversight of matters that are vital to long-term shareholder value creation including board and management accountability, leading corporate governance practices, enterprise risk management, shareholder relations, succession planning, and other strategic, operational and compliance matters. FINANCE AND ACCOUNTING Corning is committed to strong financial discipline, effective allocation of capital, and an appropriate capital structure and, as a public company, is subject to certain auditing, accounting, and reporting requirements. The Board, particularly through its Audit Committee, is responsible for reviewing Corning's complex financial statements and disclosures, overseeing financial reporting and internal controls, and monitoring internal and external auditors. Directors who have senior financial leadership experience at large global organizations and financial institutions, including an understand financial reporting and the auditing process, are important to Corning's success. ENTERPRISE AND EMERGING RISK OVERSIGHT GOVERNMENT AND REGULATORY Corning considers risk management and risk oversight experience a key competency of all directors on our Board. We value experience both in traditional enterprise risk as well as emerging and ever-evolving risks such as cyber and information security risks as well as environmental and social risks. A robust cybersecurity environment is critical to protecting Corning's technology infrastructure, intellectual property, manufacturing and operations, customer and employee information, and integrity as a modern global business. Additionally, an understanding of risks and opportunities around environmental sustainability and the social aspects of business models and the associated governance practices help to drive long-term sustainable value creation for shareholders and encourages effective oversight and transparency. Directors who possess risk management and oversight skills are best positioned to evaluate whether the Company's risk culture, policies and procedures are effective and consistent with our determined risk appetite, strategy and business purpose. Corning's businesses require compliance with a broad array of regulatory requirements and the ability to maintain relationships with various governmental entities and regulatory bodies. CORNING 2026 PROXY STATEMENT Directors who have experience with the government and regulatory landscape provide valuable advice and insight into navigating these regimes and the effects of governmental actions on Corning's businesses. MANAGEMENT OF A COMPLEX ORGANIZATION Experience in the management of a complex business organization provides a beneficial understanding of organizations, processes, strategic planning and risk management. It also provides invaluable experience overseeing the attraction, motivation, development, and retention of qualified personnel in a competitive talent environment, which is critical to succession planning and to fostering a productive and safe corporate culture that encourages and promotes accountability, performance and affirmation. Directors with senior management experience in large, complex organizations can utilize these skills to help Corning assess, develop and implement our business, operational, and human capital management strategies. 20 Strategic Skill Description of the Skill and Explanation of Its Importance to Our Board EXPERTISE IN OUR INDUSTRIES AND END MARKETS Corning seeks directors with experience in industries and end markets that utilize specialty glass, ceramics, and related materials and technologies, including telecommunications, consumer electronics, display technologies, life sciences, and automotive, among others, as well as experience in new, emerging end markets in which we expect to grow in accordance with our strategic priorities. This experience is critical to the oversight of Corning's businesses and strategies and enabling a thorough understanding of the issues facing key industries and end markets as well as opportunities for growth. TECHNOLOGY, R&D, AND INNOVATION At Corning, our growth is fueled by a commitment to innovation. We succeed through sustained investment in research, development, and engineering, a unique combination of material and process innovation, and close collaboration with customers to solve tough technology challenges. Corning values directors who understand the business of technology and have experience anticipating technological trends and driving innovation and product development. OPERATIONS Operations are integral to the manufacturing of our products and efficient management of the enterprise. Furthermore, managing the challenges of a complex, multi-tiered supply chain is critical to the execution of Corning's business goals. Corning values Board members who are knowledgeable about and possess experience in operations and supply chain management, and the risks inherent in both, so that the Board can oversee our efforts to improve our processes and products as well as drive efficiency and resiliency. COMMERCIAL STRATEGY A critical element of Corning's success is its ability to develop strategies to grow sales and market share as well as establish new business models and partnerships with key players in our end markets. Directors with commercial experience contribute to Corning's understanding of these strategies, partnerships, new business models and related opportunities. ENTERPRISE AND DIGITAL TRANSFORMATION CORPORATE DEVELOPMENT Corning appreciates the importance of leveraging critical technology and systems to provide the speed, agility and data-driven insights necessary to improve customer interactions, operational efficiencies, and myriad other aspects of the way we do business. In particular, Corning believes that AI carries opportunities and risks for both the Corporation and the world. Directors with experience in business processes, systems, AI, and their evolution provide valuable insights in an era of digital transformation and enable the Board to make informed strategic decisions, manage risks and navigate the ethical and regulatory considerations associated with the adoption of these technologies. CORNING 2026 PROXY STATEMENT Corning regularly looks to drive growth through strategic partnerships and business combinations. Directors with related experience, including assessment of potential partners and M&A targets for strategic and cultural fit, structuring and negotiating agreements, and integrating and streamlining operations, contribute to Corning's understanding of these opportunities. GLOBAL PERSPECTIVE Corning is a global business with a presence in more than 40 countries. Corning values directors with the ability to drive growth in markets around the world, including an understanding of diverse competitive and operating environments, economic conditions, regulatory frameworks, and cultures. This experience provides valuable insight on how Corning should continue to grow and manage its businesses outside the United States. 21 CORNING 2026 PROXY STATEMENT Ami Badani Leslie A. Brun Stephanie A. Burns Pamela J. Craig Robert F. Cummings, Jr. Roger W. Ferguson, Jr. Thomas D. French Daniel P. Huttenlocher Kevin J. Martin Wendell P. Weeks Board Skills and Composition Matrix Core Competencies Public Company Governance Experience ■ ■ ■ ■ ■ ■ ■ ■ Finance and Accounting ■ ■ ■ ■ ■ ■ ■ Enterprise and Emerging Risk Oversight ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Government and Regulatory ■ ■ ■ ■ ■ Management of a Complex Organization ■ ■ ■ ■ Strategic Skills Expertise in Our Industries and End Markets ■ ■ ■ ■ ■ ■ ■ Technology, R&D, and Innovation ■ ■ ■ ■ ■ Operations ■ ■ ■ Commercial Strategy ■ ■ ■ ■ ■ Enterprise and Digital Transformation ■ ■ ■ ■ Corporate Development ■ ■ ■ ■ ■ ■ ■ Global Perspective ■ ■ ■ ■ ■ ■ ■ ■ Demographics Black / African American ■ Asian ■ White / Caucasian ■ ■ ■ ■ ■ ■ ■ Hispanic / Latino Native American or Alaskan Native Hawaiian / Pacific Islander North African / Middle Eastern Two or more races or ethnicities ■ LGBTQIA+ Gender Male ■ ■ ■ ■ ■ ■ ■ Female ■ ■ ■ Board Tenure Years <1 7 14 4 19 4 2 11 13 25 22 Corning's Director Nominees Ami Badani Director Since 2025. Age 47. Chief Marketing Officer, Arm Holdings plc Ms. Badani is recognized for her leadership at the intersection of AI, semiconductors, Committees Information Technology Finance Current Public and Investment Company Directorships None Public and Investment Company Directorships Held During the Past 5 Years None go-to-market strategy, and business transformation. As Chief Marketing Officer of Arm, she leads global marketing efforts for one of the world's premier semiconductor and AI technology companies, accelerating innovation across mobile, data center, automotive and other key emerging sectors. From 2020 to 2023, Ms. Badani was Vice President of Products and Developer Marketing at NVIDIA, where she played an instrumental role in expanding and scaling the company's data center portfolio into one of its most strategic growth engines. Prior companies include Cumulus Networks, Instart Logic, and Cisco Systems. Prior to NVIDIA, Ms. Badani held various roles in investment banking and asset management at Goldman Sachs and J.P. Morgan, where she developed a strong foundation in financial strategy, capital markets, and investor relations. Experience, Skills, and Qualifications of Particular Relevance to Corning: Ms. Badani's expertise in strategic marketing, portfolio expansion, and the scaling of transformative technologies aligns with Corning's longstanding commitment to deliver innovations that serve and shape vital industries. She brings insight into key growth markets for Corning, including in the semiconductor and AI industries, along with functional expertise in go-to-market sales and marketing strategies, geopolitical strategy, and long-term growth planning. Her experience includes driving the expansion of strategic product portfolios and leading both internal corporate strategic transformations and external business combinations. Additionally, Ms. Badani has a strong foundation in financial strategy and capital markets, developed through her work in investment banking and asset management at J.P. Morgan and Goldman Sachs. Top Skills Brought to Our Board Expertise in Our Industries and End Markets Enterprise and Digital Transformation Finance and Accounting Technology, R&D, and Innovation Corporate Development CORNING 2026 PROXY STATEMENT Enterprise and Emerging Risk Oversight Commercial Strategy Global Perspective 23 Leslie A. Brun Director Since 2018. Age 73. Chairman and Chief Executive Officer, Sarr Group LLC Committees Audit Executive Finance Current Public and Investment Company Directorships None Public and Investment Company Directorships Held During the Past 5 Years Broadridge Financial Solutions, Inc. CDK Global, Inc. Merck & Co., Inc. Mr. Brun is Chairman and Chief Executive Officer of Sarr Group, LLC, co-founder, Chairman and Chief Executive Officer of Ariel Alternatives, LLC, senior advisor of G100, Council Advisors, World 50 and a member of the Council on Foreign Relations. He is also the founder and former chief executive officer and Chairman of Hamilton Lane, where he served as Chief Executive Officer and Chairman from 1991 until 2005, former director of Broadridge Financial Solutions, Inc., former lead director of Merck & Co., Inc., former director and Chairman of the board of Automatic Data Processing, Inc., former non-executive Chairman of CDK Global, Inc., and a former director of Hewlett Packard Enterprise Company. In addition, Mr. Brun also served as a managing director and co-founder of the investment banking group of Fidelity Bank, and as a past vice president in the corporate finance division of E.F. Hutton & Co. Experience, Skills, and Qualifications of Particular Relevance to Corning: As the current and former chief executive officer of several large investment organizations, Mr. Brun brings to the Board expertise in finance and investment banking, as well as overall operating and management experience. He has significant experience in identifying and evaluating investment opportunities across a range of industries. He also brings extensive public company directorship and committee experience, in particular with respect to the governance issues facing large public companies. Top Skills Brought to Our Board Public Company Governance Experience Government and Regulatory Finance and Accounting Management of a Complex Organization Enterprise and Emerging Risk Oversight Corporate Development CORNING 2026 PROXY STATEMENT Global Perspective 24 Stephanie A. Burns Director Since 2012. Age 71. Retired Chairman and Chief Executive Officer, Dow Corning Corporation Dr. Burns has nearly 40 years of global innovation and business leadership experience. Dr. Burns joined Dow Corning in 1983 as a researcher and specialist in organosilicon chemistry. In 1994, she became the company's first director of women's health. She was elected to the Dow Corning Board of Directors in 2001 and elected as president in 2003. She served as chief executive officer from 2004 until May 2011 and served as chair from 2006 until her retirement in December 2011. Committees Compensation Executive Nominating and Corporate Governance (Chair) Current Public and Investment Company Directorships HP Inc. Public and Investment Company Directorships Held During the Past 5 Years Kellanova (formerly Kellogg Company) Experience, Skills, and Qualifications of Particular Relevance to Corning: As the former chief executive officer of a major chemical company, Dr. Burns brings to Corning's Board broad expertise in global innovation, directing scientific research, manufacturing and commercial management, and science and technology leadership. Additionally, her executive experience and subject matter expertise enable her to effectively lead our independent directors and ensure rigorous Board oversight as our Lead Independent Director. Reflecting the deep technical skills related to her Ph.D. in organic chemistry, and as the past honorary president of the Society of Chemical Industry, chair of the American Chemistry Council and member of President Obama's President's Export Council, Dr. Burns brings the perspectives of a leader in scientific innovation to the Board. Her background in organic chemistry and experience in oversight of complex manufacturing processes, including the polysilicon manufacturing process, which is key in the production of sustainable solar modules and semiconductors, as well as her global scientific innovation and manufacturing and commercial management expertise enable her strong leadership as our Lead Independent Director. Top Skills Brought to Our Board Public Company Governance Experience Management of a Complex Organization Enterprise and Emerging Risk Oversight Expertise in Our Industries and End Markets Government and Regulatory Technology, R&D, and Innovation CORNING 2026 PROXY STATEMENT Operations Commercial Strategy Global Perspective 25 Pamela J. Craig Director Since 2021. Age 69. Retired Chief Financial Officer, Accenture plc. From 2006 through 2013, Ms. Craig served as chief financial officer of Accenture plc., a global management consulting, technology services and outsourcing company, following many other leadership roles in line management, consulting and operations during her Committees Audit (Chair) Information Technology Current Public and Investment Company Directorships Merck & Co., Inc. The Progressive Corporation Public and Investment Company Directorships Held During the Past 5 Years 3M Company 34 years with the company. She is also actively involved in charitable organizations focused on education and on the advancement of women in business, including The Women's Forum of New York, New York University Stern School of Business, Junior Achievement of New Jersey, and is a member of the Board of Trustees of Smith College. Experience, Skills, and Qualifications of Particular Relevance to Corning: Ms. Craig brings to Corning's Board over 34 years of finance, management, operational, technology and international business expertise from her time as chief financial officer at Accenture. Her skills and experience as the CFO of Accenture are particularly relevant to the perspective she brings to the Audit Committee. In particular, she brings knowledge of business transformations, mergers and acquisitions, strategic planning and business process improvement. She also brings broad oversight and strategic skills from her time on the boards of several large, global public companies. Top Skills Brought to Our Board Public Company Governance Experience Finance and Accounting Enterprise and Emerging Risk Oversight Operations Enterprise and Digital Transformation Corporate Development CORNING 2026 PROXY STATEMENT Global Perspective 26 Robert F. Cummings, Jr. Director Since 2006. Age 76. Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co. Mr. Cummings retired as Vice Chairman of Investment Banking at JPMorgan Chase & Co. in February 2016. He had served in that role since December 2010, advising on client opportunities across sectors and industry groups. Mr. Cummings began his business career in the investment banking division of Goldman, Sachs & Co. in 1973 and was a partner of that firm from 1986 until his retirement in 1998. He served as an advisory director at Goldman Sachs until 2002. Committees Executive Finance (Chair) Nominating and Corporate Governance Current Public and Investment Company Directorships None Public and Investment Company Directorships Held During the Past 5 Years W. R. Grace & Co. Experience, Skills, and Qualifications of Particular Relevance to Corning: Mr. Cummings brings nearly 50 years of investment banking experience to the Board; in particular, he brings expertise in public and private financing, business development, private equity, mergers and acquisitions, and other strategic financial issues. Additionally, he brings to the Board experience in the business development and growth of technology, telecommunications, and emerging businesses. Mr. Cummings' expansive financial experience and broad skillset enable his effective leadership as Chair of our Finance Committee. Top Skills Brought to Our Board Public Company Governance Experience CORNING 2026 PROXY STATEMENT Expertise in Our Industries and End Markets Finance and Accounting Corporate Development Enterprise and Emerging Risk Oversight 27 Roger W. Ferguson, Jr. Director Since 2021. Age 74. Steven A. Tananbaum Distinguished Fellow for International Economics, Council on Foreign Relations Committees Compensation (Chair) Nominating and Corporate Governance Current Public and Investment Company Directorships Alphabet, Inc. Klarna Group plc Public and Investment Company Directorships Held During the Past 5 Years General Mills, Inc. Blend Labs, Inc. International Flavors & Fragrances, Inc. Mr. Ferguson is the Steven A. Tananbaum Distinguished Fellow for International Economics at the Council on Foreign Relations. He is also a partner and the Chief Investment Officer of Red Cell Partners, an incubation and venture capital enterprise focused on the health care and defense sectors. He is the past President and Chief Executive Officer of TIAA, a position he held from April 2008 until April 2021. He is also the former Vice Chairman of the Board of Governors of the U.S. Federal Reserve System. Prior to joining TIAA in April 2008, Mr. Ferguson was head of financial services for Swiss Re and Chairman of Swiss Re America Holding Corporation. From 1984 to 1997, he was an Associate and Partner at McKinsey & Company. He began his career as an attorney at the New York City office of Davis Polk & Wardwell. Mr. Ferguson has been a national leader in banking and financial services for over 20 years as the former President and Chief Executive Officer of a Fortune 100 company and Vice Chairman of the Federal Reserve; he brings extensive banking, financial and executive leadership expertise to Corning's Board. Mr. Ferguson is a member of the Smithsonian Institution's Board of Regents and the American Academy of Arts & Sciences. He also serves on the boards of the Institute for Advanced Study and Memorial Sloan Kettering Cancer Center. He is a fellow of the American Philosophical Society and a member of the Economic Club of New York, the Council on Foreign Relations, the Group of Thirty, and the National Association for Business Economics. Experience, Skills, and Qualifications of Particular Relevance to Corning: Mr. Ferguson's extensive background in economics and complex regulatory matters, and distinguished career as a financial services executive, enable him to provide invaluable insight to the Board in an evolving economic, regulatory and asset management industry landscape. In addition, his extensive experience as a public company director has afforded him the ability to gain a well-informed understanding of key corporate governance and executive compensation matters. Top Skills Brought to Our Board Public Company Governance Experience Government and Regulatory CORNING 2026 PROXY STATEMENT Global Perspective Finance and Accounting Management of a Complex Organization Enterprise and Emerging Risk Oversight Corporate Development 28

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